2012

May 10, 2012

Minebea Co., Ltd.

Introduce Stock Options (Stock Acquisition Rights) for Directors Compensation

Minebea Co., Ltd. (hereafter the "Company" or "Minebea") today announced that the Board of Directors of the Company held on May 10, 2012 has decided to propose a resolution revising remunerations for Directors (introducing stock options for Directors (excluding outside directors) Compensation), at the 66th Ordinary General Meeting of Shareholders of the Company to be held on June 28, 2012. The details of the proposal are described below.

1. The reason for introducing stock options for Directors Compensation

In line with the review of the director's remuneration system, the Company proposes a partial revision of the system of remuneration (introducing stock options for Directors Compensation), for the purpose of making the link between the Company's business performance and stock value clearer in the director's remuneration system, giving them greater motivation to make contributions to improve business performance and increase enterprise value in the medium and long run, and facilitating their sense of sharing value with shareholders.

2. The details of the resolution to introduce stock options for Directors Compensation

The Company resolved that the amount of the annual remuneration for the Directors shall be not more than ¥500 million (including remuneration of up to ¥20 million for outside directors and not including employee remuneration for directors that are concurrently employed by the Company) at the 61st Ordinary General Meeting of Shareholders held on June 28, 2007 and the rules have been applicable up to the present. However, this time, in line with the review of the director's remuneration system, the Company proposes a partial revision of the system of remuneration (introducing stock options for Directors Compensation). Under the revised system, the annual remuneration for the Directors includes the remunerations of up to ¥30 million per annum for stock options to be granted for directors (excluding outside directors) within the limits of the above remuneration amount.

The granting of stock options will be executed by providing directors allotted stock acquisition rights with the same amount of cash remuneration as the amount to be paid for the stock acquisition rights. The directors shall set off his/ her claims for remuneration against the Company in lieu of payment of monies for the stock acquisition rights allotted. If the granting of stock options will be executed, the Company will reduce an amount of cash remuneration equivalent to the same amount of the remuneration to be paid for the stock acquisition rights from the total amount of remuneration granted for such directors.

The details of stock acquisition rights (stock options) used as remunerations for directors are as follows.

(1) Total number of stock acquisition right, and class and number of shares to be issued upon exercise of stock acquisition rights

1) Total number of stock acquisition rights

The maximum number of stock acquisition rights is 1,000, which will be allotted among directors within a year from the day of the Ordinary General Meeting of Shareholders for the corresponding fiscal year.

2) Class and number of shares to be issued upon exercise of stock acquisition rights

The class of shares to be issued upon exercise of stock acquisition rights will be common shares of the Company. The number of shares to be issued upon exercise of each of the 1,000 stock acquisition rights will be 100 shares (hereafter the "Number of Allotted Shares").

In case the Company conducts a share split or a consolidation of shares, after the date of the allocation of stock acquisition rights (hereafter the "Day of Allotment"), the Number of Allotted Shares will be adjusted according to the formula below.

Number of Allotted Shares after adjustment = Number of Allotted Shares before adjustment x Ratio of share split or consolidation of shares

In addition, in the case that the Company is subject to a merger, a company split, a share exchange or an allotment of shares without contribution after the Day of Allotment, or if there is another instance in which the adjustment of the Number of Allotted Shares is appropriate, the Company shall appropriately adjust it to a necessary and reasonable extent.

Any fractional shares resulting from the adjustment mentioned above shall be rounded off.

(2) Amount of assets to be contributed upon the exercise of stock acquisition rights

The amount of assets to be contributed upon the exercise of stock acquisition rights shall be determined by multiplying the per-share value by the Number of Allotted Shares, where the value per share to be received by the exercise of stock acquisition rights shall be ¥1.

(3) Exercise period for stock acquisition rights

Within 30 years of the day following the Day of Allotment.

(4) Restrictions on transfer of stock acquisition rights

Any proposed transfer of stock acquisition rights shall be subject to the approval of the Board of Directors of the Company.

(5) Conditions for the exercise of stock acquisition rights

A person who has been granted stock acquisition rights, but who ceases to be a director before the expiration of the exercise period in (3) above, may exercise all such rights, in a single transaction, within ten days (in the event that the 10th day is a holiday, by the next business day) of the day immediately following the day upon which he/she ceases to be a director.

(6) Other details of stock acquisition rights

Other matters related to stock acquisition rights shall be determined by the Board of Directors of the Company when the subscription requirements for stock acquisition rights are determined.

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